Exhibit 10.02

WILLIAMS CONTROLS,
INC.1995 STOCK OPTION PLAN FOR
NON-EMPLOYEE DIRECTORS

**1. Purpose; Restrictions on
Amount Available Under the Plan.**

This 1995
Formula Stock Option Plan (the "Plan") is intended to encourage stock ownership
by directors of WILLIAMS CONTROLS, INC. (the "Corporation") who are not
employees of the Corporation and thereby to induce qualified persons to be
willing to serve in such capacity. It is intended that options granted under
this Plan shall constitute "non-statutory stock options" ("Options").

2.
Definitions.As used in this Plan, the
following words and phrases shall have the meanings indicated:

(a) "Disability" shall mean a
Recipient's inability to engage in any substantial gainful activity by reason of
any medically determinable physical or mental impairment that can be expected to
result in death or that has lasted or can be expected to last for a continuous
period of not less than 12 months.

(b) "Market Value" per share as of a
particular date shall mean the last sale price of the Corporation's Common Stock
as reported on a national securities exchange or on the NASDAQ National Market
System or, if a last sale reporting quotation is not available for the
Corporation's Common Stock, the average of the bid and asked prices of the
Corporation's Common Stock as reported by NASDAQ or on the electronic bulletin
board, or if not so reported, as listed in the National Quotation Bureau, Inc.'s
"Pink Sheets" or, if such quotations are unavailable, the value determined by
the Board in accordance with their discretion in making a bona fide, good faith
determination of fair market value. Market Value shall be determined without
regard to any restriction other than a restriction which, by its terms, will
never lapse.

(c) "Internal Revenue Code" shall
mean the United States Internal Revenue Code of 1986, as amended from time to
time (codified at Title 26 of the United States Code) (the "Internal Revenue
Code"), and any successor legislation.

**3.
Administration.**

(a) The Plan shall be administered by the Board of Directors
(the "Board"), but this Plan is intended to be a "formula plan" as that term is
defined in Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the
"1934 Act"). It is intended, therefore, that Options granted hereunder qualify
as exempt purchases under Rule 16b-3 of the 1934 Act.

(b) The Board shall have the authority in its discretion,
subject to and not inconsistent with the express provisions of the Plan, to
administer the Plan and to exercise all the powers and authorities either
specifically granted to it under the Plan or necessary or advisable in the
administration of the Plan, including (without limitation) the authority to:
determine who qualifies for the receipt of Options; to determine the purchase
price of the shares of Common Stock covered by each Option pursuant to the
formula (the "Option Price"); to interpret the Plan; to prescribe, amend and
rescind rules and regulations relating to the Plan provided such actions are
consistent with this Plan; and to make all other determinations deemed necessary
or advisable for the administration of the Plan.

(c) Because this Plan is intended to be a formula plan,
Options granted under the Plan need not be evidenced by duly adopted resolutions
of the Board.

(d) The Board shall endeavor to administer the Plan and grant
Options hereunder in a manner that is compatible with the obligations of persons
subject to Section 16 of the 1934 Act, although compliance with Section 16 is
the obligation of the Recipient, not the Corporation. Neither the Board nor the
Corporation assumes any responsibility for a Recipient's compliance with his
obligations under Section 16 of the 1934 Act.

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(e) No member of the Board shall be liable for any action
taken or determination made in good faith with respect to the Plan or any Option
granted hereunder.

**4.
Eligibility.**

Only directors of the Corporation who are not employees of the
Corporation are eligible to receive Options granted pursuant hereto. A Recipient
shall be eligible to receive more than one grant of an Option during the term of
the Plan, on the terms and subject to the restrictions herein set
forth.

**5. Stock
Reserved.**

(a) The stock subject to Options hereunder shall be shares of
the Corporation's Common Stock, $.01 par value per share ("Common Stock"). Such
shares may, in whole or in part, be authorized but unissued shares or shares
that shall have been or that may be reacquired by the Corporation. The aggregate
number of shares of Common Stock as to which Options may be granted from time to
time under the Plan shall not exceed 86,666. The limitation established by the
preceding sentences shall be subject to adjustment as provided in Section 6(g)
hereof.

(b) If any outstanding Option under the Plan for any reason
expires or is terminated without having been exercised in full the shares of
Common Stock allocable to the unexercised portion of such Option shall become
available for subsequent grants of Options under the Plan, unless the Plan shall
have been terminated.

6. Terms
and Conditions of Options.Each Option
granted pursuant to the Plan shall be evidenced by a written Option Agreement
between the Corporation and the Recipient, which agreement shall be
substantially in the form of Exhibit "A" attached hereto as modified from time
to time by the Board in its discretion, and which shall comply with and be
subject to the following terms and conditions:

(a) Grant. Each Recipient who is a director and not an
employee of the Corporation on the date of the Corporation's annual (or special
in lieu of annual) meeting of stockholders (the "Date of Grant") shall be
automatically granted an Option to acquire 1,666 shares of Common Stock
exercisable at the Option Price described in paragraph 6(c), exercisable for ten
years from the Date of Grant, subject to the other terms and conditions
hereof.

(b) Vesting. Subject to earlier termination or acceleration as
provided herein, each Option granted under this Plan is subject to the following
vesting schedule: (i) 25% of the Option shall be exercisable on the Date of
Grant; (ii) cumulatively an additional 25% of the Option shall become
exercisable on the first anniversary of the Date of Grant; (ii) cumulatively an
additional 25% of the Option shall become exercisable on the second anniversary
of the Date of Grant; and (iii) cumulatively the remaining 25% of the Option
shall become exercisable on the third anniversary of the Date of
Grant.

(c) Option Price. Options granted under this Plan will have an
Option Price equal to 100% of the Market Price on the Date of Grant. The Option
Price shall be subject to adjustment as provided in Section 6(g)
hereof.

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(d) Method
of Exercise and Medium and Time of Payment. (i) An Option may be exercised, as
to any or all whole shares of Common Stock as to which the Option has become
exercisable. (ii) Each exercise of an Option granted hereunder, whether in whole
or in part, shall be by written notice to the Secretary of the Corporation
designating the number of shares as to which the Option is exercised, and shall
be accompanied by payment in full of the Option Pricefor the number of
shares so designated, together with any written statements reasonably required
by the Corporation in order to fulfill its obligations under any applicable
securities laws. (iii) The Option Price shall be paid in cash, in shares of
Common Stock having a market value equal to such Option Price or in property or
in a combination of cash, shares and property, and (subject to approval of the
Board of Directors) may be effected in whole or in part (A) with monies received
from the Corporation at the time of exercise as a compensatory cash payment, or
(B) with monies borrowed from the Corporation pursuant to repayment terms and
conditions as shall be determined from time to time by the Board, in its
discretion, separately with respect to each exercise of Options and each
Recipient; provided, however, that each such method and time for payment and
each such borrowing and terms and conditions of repayment shall be permitted by
and be in compliance with applicable law. (iv) The Board of Directors shall have
the sole and absolute discretion to determine whether or not property other than
cash or Common Stock may be used to satisfy the Option Price and, if so, to
determine the value of the property received.

(e) Termination. Except as provided in this Section 6(d) and
in Section 6(e) hereof, an Option may not be exercised unless the Recipient is
then a director of the Corporation, and unless the Recipient has remained
continuously as a director of the Corporation since the Date of Grant of the
Option.

(i) If the Recipient ceases to be director of the Corporation
because the Recipient resigned or declined to stand for reelection as a
director, all Options of such Recipient that are exercisable at the time of such
cessation shall terminate three months after the date of such
cessation.

(ii) If the Recipient ceases to be a director of the
Corporation because the Recipient is removed for cause, all Options granted to
such Recipient but not thereto exercised shall terminate on the effective date
of the Recipient's removal.

(iii) Nothing in the Plan or in any Option granted pursuant
hereto shall confer upon an individual any right to continue as a director of
the Corporation.

(f) Death, Disability or Retirement of Recipient. If a
Recipient shall die while a director of the Corporation or if the Recipient's
directorship shall terminate by reason of Disability, all Options theretofore
granted to such Recipient (whether or not otherwise exercisable; unless earlier
terminated in accordance with their terms), may be exercised by the Recipient or
by the Recipient's estate or by a person who acquired the right to exercise such
Option by bequest or inheritance or otherwise by reason of the death or
Disability of the Recipient, at any time within one year after the date of death
or Disability of the Recipient.

(g) Transferability Restriction. Options granted under the
Plan shall not be transferable other than by will or by the laws of descent and
distribution or pursuant to a qualified domestic relations order as defined by
the Internal Revenue Code or Title I of the Employee Retirement Income Security
Act, or the rules thereunder. Options may be exercised, during the lifetime of
the Recipient, only by the Recipient and thereafter only by his legal
representative. Any attempted sale, pledge, assignment, hypothecation or other
transfer of an Option contrary to the provisions hereof and the levy of any
execution, attachment or similar process upon an Option shall be null and void
and without force or effect and shall result in termination of the
Option.

(ii) As a condition to the transfer of any shares of Common
Stock issued upon exercise of an Option granted under this Plan, the Corporation
may require an opinion of counsel, satisfactory to the Corporation, to the
effect that such transfer will not be in violation of the Securities Act of 1933
or any other applicable securities laws or that such transfer has been
registered under federal and all applicable state securities laws.

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(iii) Further, the Corporation shall be authorized to refrain
from delivering or transferring shares of Common Stock issued under this Plan
until the Board of Directors determines that such delivery or transfer will not
violate applicable securities laws and the Recipient has tendered to the
Corporation any federal, state or local tax owed by the Recipient as a result of
exercising the Option, or disposing of any Common Stock, when the Corporation
has a legal liability to satisfy such tax.

(iv) The Corporation shall not be liable for damages due to
delay in the delivery or issuance of any stock certificate for any reason
whatsoever, including, but not limited to, a delay caused by listing
requirements of any securities exchange or the National Association of
Securities Dealers, or any registration requirements under the Securities Act of
1933, the 1934 Act, or under any other state or federal law, rule or
regulation.

(v) The Corporation is under no obligation to take any action
or incur any expense in order to register or qualify the delivery or transfer of
shares of Common Stock under applicable securities laws or to perfect any
exemption from such registration or qualification.

(vi) The Corporation will have no liability to any Recipient
for refusing to deliver or transfer shares of Common Stock if such refusal is
based upon the foregoing provisions of this Paragraph.

(h) Effect of Certain
Changes.

(ii) If there is any change in the number of outstanding
shares of Common Stock through the declaration of stock dividends, or through
recapitalization resulting in stock splits, or combinations or exchanges of such
shares, the number of shares of Common Stock available for Options, the number
of such shares covered by outstanding Options, and the price per share of such
Options, shall be proportionately adjusted by the Board to reflect any increase
or decrease in the number of issued shares of Common Stock; provided, however,
that any fractional shares resulting from such adjustment shall be
eliminated.

(iii) In the event of the proposed dissolution or liquidation
of the Corporation, in the event of any corporate separation or division,
including, but not limited to, split-up or spin-off, or in the event of a merger
or consolidation of the Corporation with another corporation, the Board may
provide that the holder of each Option then exercisable shall have the right to
exercise such Option (at its then Option Price) solely for the kind and amount
of shares of stock and other securities, property, cash or any combination
thereof which would be receivable upon such dissolution, liquidation, or
corporate separation or division, or merger or consolidation by a holder of the
number of shares of Common Stock for which such Option might have been exercised
immediately prior to such event; or the Board may provide, in the alternative,
that each Option granted under the Plan shall terminate as of a date to be fixed
by the Board; provided, however, that not less than 30 days' written notice of
the date so fixed shall be given to each Recipient, who shall have the right,
during the period of 30 days preceding such termination, to exercise the Options
as to all or any part of the shares of Common Stock covered thereby, including
shares as to which such Options would not otherwise be exercisable.

(iv) Paragraph (ii) of this Section 6(g) shall not apply to a
merger or consolidation in which the Corporation is the surviving corporation
and shares of Common Stock are not converted into or exchanged for stock,
securities of any other corporation, cash or any other thing of value.
Notwithstanding the preceding sentence, in case of any consolidation or merger
of another corporation into the Corporation in which the Corporation is the
surviving corporation and in which there is a reclassification or change
(including a change which results in the right to receive cash or other
property) of the shares of Common Stock (other than a change in par value, or
from par value to no par value, or as a result of a subdivision or combination,
but including any change in such shares into two or more classes or series of
shares), the Board may provide that the holder of each Option then exercisable
shall have the right to exercise such Option solely for the kind and amount of
shares of stock and other securities (including those of any new direct or
indirect parent of the Corporation), property, cash or any combination thereof
receivable upon such reclassification, change, consolidation or merger by the
holder of the number of shares of Common Stock for which such Option might have
been exercised.

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(v) Notwithstanding paragraph (ii) of this Section 6(g), in
the event of any merger or consolidation in which the Corporation is not the
surviving corporation or any sale or transfer by the Corporation of all or
substantially all its assets or any tender offer or exchange offer for or the
acquisition, directly or indirectly, by any person or group of all or a majority
of the then outstanding voting securities of the Corporation, all Options
granted under the Plan shall become exercisable in full, notwithstanding any
other provision of the Plan or of any outstanding Options granted thereunder,
including provisions providing for staggered vesting of options, on and after
(i) the fifteenth day prior to the effective date of such merger, consolidation,
sale, transfer or acquisition or (ii) the date of commencement of such tender
offer or exchange offer, as the case may be. Notwithstanding the foregoing, in
no event shall any Option be exercisable after the date of termination of the
exercise period of such Option specified in Sections 6(d) or 6(e), as
applicable.

(vi) In the event of a change in the Common Stock of the
Corporation as presently constituted, which is limited to a change of all of its
authorized shares with par value into the same number of shares with a different
par value or without par value, the shares resulting from any such change shall
be deemed to be the Common Stock within the meaning of the Plan

(vii) To the extent that the foregoing adjustments relate to
stock or securities of the Corporation, such adjustments shall be made by the
Board, whose determination in that respect shall be final, binding and
conclusive. (vi) Except as expressly provided in this Section 6(g), the
Recipient shall have no rights by reason of any subdivision or consolidation of
shares of stock of any class or the payment of any stock dividend or any other
increase or decrease in the number of shares of stock of any class or by reason
of any dissolution, liquidation, merger, consolidation or split-up or spin-off
of assets or stock of another corporation; and any issue by the Corporation of
shares of stock of any class, or securities convertible into shares of stock of
any class, shall not affect, and no adjustment by reason thereof shall be made
with respect to, the number or price of shares of Common Stock subject to the
Option. The grant of an Option pursuant to the Plan shall not affect in any way
the right or power of the Corporation to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or part of its
business or assets.

(viii) Neither a person to whom an Option is granted, nor such
person's legal representative, heir, legatee or distributee, shall be deemed to
be the holder of, or to have any rights of a holder with respect to, any shares
of Common Stock subject to such Option, until after the Option is exercised and
the shares are issued to the person exercising such Option.

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(ix) Upon exercise of an Option at a time when there is no
registration statement in effect under the Securities Act of 1933 relating to
the shares issuable upon exercise, shares may be issued to the Recipient only if
the Recipient represents and warrants in writing to the Corporation that the
shares purchased are being acquired for investment and not with a view to the
distribution thereof. A form of subscription agreement is attached hereto as
Exhibit B.

(x) No shares shall be issued upon the exercise of an Option
unless and until there shall have been compliance with any then applicable
requirements of the Securities and Exchange Commission, or any other regulatory
agency having jurisdiction over the Corporation.

(xi) No adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or distribution or
other rights for which the record date is prior to the date such stock
certificate is issued, except as provided in Section 6(g) hereof.

(xii) Other Provisions. Option Agreements authorized under the
Plan shall contain such other provisions, including, without limitation, the
imposition of restrictions upon the exercise of an Option, as the Board shall
deem advisable.

**7. Agreement by Recipient
Regarding Taxes.**

(a) Each Recipient agrees that the Corporation, to the extent
permitted or required by law, shall deduct a sufficient number of shares due to
the Recipient upon exercise of the Option to allow the Corporation to pay
federal, state and local taxes of any kind required by law to be withheld upon
the exercise of such Option from any payment of any kind otherwise due to the
Recipient. The Corporation shall not be obligated to advise any Recipient of the
existence of any tax or the amount which the Corporation will be so required to
withhold.

(b) Each Option Recipient must acknowledge the possible
availability of an election under Section 83(b) of the Code, or any successor
provision.

8. Term
of Plan. Options may be granted pursuant to
the Plan from time to time within a period of ten years following February 11, 2000, which
amendment was subsequently approved by the shareholders on March 24, 2000.

**9. Amendment and Termination
of the Plan.**

(a) The Board at any time and from time to time may terminate,
modify or amend the Plan; provided, however, that any amendment that
would:

(ii) materially increase the number of securities issuable
under the Plan to persons who are subject to Section 16(a) of the 1934 Act;
or

(iii) grant eligibility to a class of persons who are subject
to Section 16(a) of the 1934 Act not included within the terms of the Plan prior
to the amendment;

(iv) materially increase the benefits accruing under the Plan
to persons who are subject to Section 16(a) of the 1934 Act; or



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(v) require
shareholder approval under applicable state law, the rules and regulations of
any national securities exchange on which the Corporation's securities then may
be listed, the Internal Revenue Code or any other applicable law, shall be
subject to the approval of the shareholders of the Corporation as provided in
Section 10 hereof provided further that any such increase or modification that
may result from adjustments authorized by Section 6(g) hereof orwhich
are required for compliance with the 1934 Act, the Internal Revenue Code, the
Employee Retirement Income Security Act of 1974, their rules or other laws or
judicial order, shall not require approval of shareholders.

(b) Except as provided in Section 6 hereof, no termination,
modification or amendment of the Plan may adversely affect any Option previously
granted, unless the written consent of the Recipient is obtained.

10.
Approval of Shareholders.The Plan shall take
effect upon its adoption by the Board but shall be subject to approval at a duly
called and held meeting of shareholders in conformance with the vote required by
the Corporation's charter documents, resolution of the Board, any other
applicable law and the rules and regulations thereunder, or the rules and
regulations of any national securities exchange upon which the Corporation's
Common Stock is listed and traded, each to the extent applicable. No Option
granted prior to the approval of this Plan by the shareholders of the
Corporation shall be effective until after such approval has been
obtained.

11.
Assumption.The terms and conditions of any
outstanding Options granted pursuant to this Plan shall be assumed by, be
binding upon and inure to the benefit of any successor corporation to the
Corporation and shall continue to be governed, to the extent applicable, by the
terms and conditions of this Plan. Such successor corporation shall not
otherwise be obligated to assume this Plan.

12.
Termination of Right of Action.Every right
of action arising out of or in connection with the Plan by or on behalf of the
Corporation, or by any shareholder of the Corporation against any past, present
or future member of the Board, or against any employee, or by an employee (past,
present or future) against the Corporation, will, irrespective of the place
where an action may be brought and irrespective of the place of residence of any
such shareholder, director or employee, cease and be barred by the expiration of
three years from the date of the act or omission in respect of which such right
of action is alleged to have risen.

**13.
Adoption.** This Plan was approved by the shareholders of the
Corporation at a meeting on, February 22, 1995, and at that time made available 33,333 shares of Common Stock. The Plan was then amended to
increase the available shares to 66,666, which amendment was approved by shareholders on
March 24, 2000. The Plan was also amended to increase the available shares to 86,666, which
amendment was approved by shareholders on February 27, 2008. (All applicable share counts
have been restated for the 1 for 6 stock split approved by shareholders on March 2, 2006.)

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